Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Phathom Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Form | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
Fees to Be Paid | Equity | Common Stock, $0.0001 par value per share | 457(o) | (1) | (2) | (2) | ||||||||||||||||||
| Equity | Preferred Stock, $0.0001 par value per share | 457(o) | (1) | (2) | (2) | |||||||||||||||||||
| Debt | Debt Securities | 457(o) | (1) | (2) | (2) | |||||||||||||||||||
| Other | Warrants | 457(o) | (1) | (2) | (2) | |||||||||||||||||||
| Other | Units | 457(o) | (1) | (2) | (2) | |||||||||||||||||||
| Unallocated (Universal) Shelf | 457(o) | (1) | (2) | $284,690,410.40 | $147.60 per $1,000,000 | $42,020.31 | ||||||||||||||||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | Equity | Common Stock, $0.0001 par value per share | 415(a)(6) | (1) | (2) | $215,309,589.60 | $109.10 per $1,000,000 | $23,490.28 | S-3 | 333-250014 | November 17, 2020 | |||||||||||||
| Equity | Preferred Stock, $0.0001 par value per share | 415(a)(6) | (1) | (2) | ||||||||||||||||||||
| Debt | Debt Securities | 415(a)(6) | (1) | (2) | ||||||||||||||||||||
| Other | Warrants | 415(a)(6) | (1) | (2) | ||||||||||||||||||||
| Other | Units | 415(a)(6) | (1) | (2) | ||||||||||||||||||||
| Unallocated (Universal) Shelf | 415(a)(6) | (1) | (2) | |||||||||||||||||||||
Carry Forward Securities | Equity | Common Stock, $0.0001 par value per share | 415(a)(6) | 5,827,415 | $39.20 | $228,434,668.00 | $109.10 per $1,000,000 | $24,922.25 | S-3 | 333-250014 | November 17, 2020 | |||||||||||||
| Total Offering Amounts | $728,434,668.00 | $90,432.84 | ||||||||||||||||||||||
| Total Fees Previously Paid | $48,412.51 | |||||||||||||||||||||||
| Total Fee Offsets | $37,087.73 | |||||||||||||||||||||||
| Net Fee Due | $4,932.58 | |||||||||||||||||||||||
1
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Claimed | Fee Paid with Fee Offset Source | ||||||||||||
Fee Offset Claims | Phathom Pharmaceuticals, Inc. | Form S-3 | 333-250014 | November 10, 2020 | $37,087.73(5) | Equity | Common Stock | 8,672,001 | $339,942,439.20 | |||||||||||||
Fee-Offset Sources | Phathom Pharmaceuticals, Inc. | Form S-3 | 333-250014 | November 10, 2020 | $37,087.73 | |||||||||||||||||
| (1) | There are being registered hereunder, an indeterminate number or amount, as the case may be, of common stock, preferred stock, debt securities, warrants to purchase common stock, and units, as may be offered by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $500,000,000. The securities included hereunder may be sold separately or as units with other securities registered hereunder. The securities included hereunder also include an indeterminate number of securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants, or pursuant to the anti-dilution provisions of any of such securities. In addition, pursuant to Rule 416 of the Securities Act of 1933, as amended, or the Securities Act, this registration statement also covers any additional securities that may be offered or issued in connection with any stock splits, stock dividends or similar transactions. Includes rights to acquire common stock or preferred stock of the Company under any shareholder rights plan then in effect, if applicable under the terms of any such plan. |
| (2) | The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities covered by this registration statement and is not specified as to each class of security pursuant to Instruction 2.A.ii.b to Item 16(b) of Form S-3 under the Securities Act. |
| (3) | Consists of shares of common stock issued to the selling stockholder and not previously registered for resale. Pursuant to Rule 416 under the Securities Act, the registrant is also registering an indeterminate number of additional shares of common stock issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
| (4) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act, on the basis of the average of the high and low prices for a share of the Company’s common stock as reported on the Nasdaq Global Select Market on November 2, 2023, which date is within five business days prior to the filing of this Registration Statement. |
| (5) | On November 10, 2020, the registrant filed a Registration Statement on Form S-3 (File No. 333-250014), which became effective on November 17, 2020 (the “Prior Registration Statement). The Prior Registration Statement registered for resale 8,672,001 shares of common stock held by selling stockholders named therein and which were not sold pursuant to the Prior Registration Statement. Pursuant to Rule 457(p) of the Securities Act, the registrant hereby offsets the $37,087.73 registration fee previously paid in connection with such unsold securities, which will continue to be applied to such unsold securities. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of such unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. |
2
